Transition report pursuant to Rule 13a-10 or 15d-10

Derivatives and Fair Value Measurements

Derivatives and Fair Value Measurements

3 Months Ended

Sep. 28, 2013

From time to time, we may use interest rate swaps or other instruments to manage our interest rate exposure and reduce the impact of future interest rate changes. These financial instruments are not used for trading or speculative purposes.

We entered into interest rate swap agreements on September 9, 2013 and September 19, 2013, effectively converting a total of $60 million of floating rate debt under our credit facility to fixed obligations at available LIBOR rates. A $10 million interest rate swap agreement that we had entered into on September 1, 2011 matured on September 1, 2013.



	Effective Date	Notational Amount	Fixed LIBOR Rate		Maturity Date
Interest Rate Swap	September 9, 2013	$15 million	1.1700	%	September 9, 2016
Interest Rate Swap	September 9, 2013	$15 million	1.6480	%	September 11, 2017
Interest Rate Swap	September 19, 2013	$15 million	1.0030	%	September 19, 2016
Interest Rate Swap	September 19, 2013	$15 million	1.4490	%	September 19, 2017
Interest Rate Swap	September 1, 2011	$10 million	1.0700	%	September 1, 2014
Interest Rate Swap	September 1, 2011	$10 million	0.9025	%	March 1, 2014

FASB Codification No. 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Assets and liabilities measured at fair value are grouped in three levels. The levels prioritize the inputs used to measure the fair value of the assets or liabilities. These levels are:


◦	Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities.


◦	Level 2 – Inputs other than quoted prices that are observable for assets and liabilities, either directly or indirectly. These inputs include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are less active.


◦	Level 3 – Unobservable inputs that are supported by little or no market activity for assets or liabilities and includes certain pricing models, discounted cash flow methodologies and similar techniques.

The following financial liabilities are measured at fair value on a recurring basis (in thousands):



	Fair Value Measurements Using
Period Ended	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Interest Rate Swaps
September 28, 2013	$	906	—	$	906	—
June 29, 2013	$	133	—	$	133	—

Contingent Consideration
September 28, 2013	$	3,400	—	—		$	3,400
June 29, 2013	—		—	—		—

The fair value of the interest rate swap agreements were derived from discounted cash flow analysis based on the terms of the contract and the forward interest rate curves adjusted for our credit risk, which fall in Level 2 of the fair value hierarchy.

The Salt Life Acquisition included contingent consideration payable in cash after the end of calendar year 2019 if financial performance targets involving the sale of Salt Life-branded products are met during the 2019 calendar year. We used the historical results and projected cash flows based on the contractually defined terms, discounted as necessary, to estimate the fair value of the contingent consideration for Salt Life, as well as to remeasure the contingent consideration related to the acquisition of Art Gun. Accordingly, the fair value measurement for contingent consideration falls in Level 3 of the fair value hierarchy.

The following table summarizes the fair value and presentation in the Condensed Consolidated Balance Sheets for derivatives as of September 28, 2013, and June 29, 2013.



	September 28, 2013			June 29, 2013
Accrued expenses	$	100		$	49
Deferred tax liabilities	(349		)	(51		)
Other liabilities	806			84
Accumulated other comprehensive loss	$	557		$	82

Assets Measured at Fair Value on a Non-Recurring Basis

Intangible assets acquired in connection with the Salt Life Acquisition are identified by type in Note D—Salt Life Acquisition and have been valued on a preliminary basis. These preliminary valuations included significant unobservable inputs (Level 3).